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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2022

 

Chicken Soup for the Soul Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38125   81-2560811

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

132 E. Putnam Avenue, Floor 2W, Cos Cob, CT   06807
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 398-0443

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   CSSE   The Nasdaq Stock Market LLC
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share   CSSEP   The Nasdaq Stock Market LLC
9.50% Notes due 2025   CSSEN   The Nasdaq Stock Market LLC

 

 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders

 

On June 30, 2022, Chicken Soup for the Soul Entertainment Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals: (i) the election of nine directors; (ii) the approval of an amendment to the Company’s 2017 Equity Incentive Plan; (iii) the approval of an amendment to the Company’s certificate of incorporation; and (vi) the ratification of the appointment of Rosenfield and Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. An aggregate of 7,160,025 shares of the Company’s Class A common stock and 7,654,506 shares of the Company’s Class B common stock, which represents a quorum of the voting power of the Class A common stock and Class B common stock, voting together as a single class, entitled to vote on the record date of May 16, 2022, were represented at the Annual Meeting in person (which includes presence at the virtual meeting) or by proxy.

 

The results of the matters voted upon at the Annual Meeting are set forth below:

 

Proposal No. 1 – Election of directors.

 

The election of each director nominee was approved, as follows:

 

Name  For  Authority Withheld  Broker Non-Votes
William J. Rouhana, Jr.  79,647,271  357,208  1,118,367
Christopher Mitchell  79,555,595  448,884  1,118,367
Amy L. Newmark  79,557,425  447,054  1,118,367
Fred M. Cohen  79,587,654  416,825  1,118,367
Cosmo DeNicola  79,647,348  357,131  1,118,367
Martin Pompadur  79,587,458  417,021  1,118,367
Christina Weiss Lurie  79,625,182  379,297  1,118,367
Diana Wilkin  79,625,228  379,251  1,118,367
Vikram Somaya  79,876,458  128,021  1,118,367

 

Proposal No. 2 – Amendment of the 2017 Equity Incentive Plan.

 

The amendment to the 2017 Equity Incentive Plan to increase the total number of shares of the Company’s Class A common stock available thereunder by an additional 2,500,000 shares, from 2,500,000 shares to 5,000,000 shares was approved, as follows:

 

For  Against  Abstain  Broker Non-Vote
78,444,618  977,261  582,600  1,118,367

 

Proposal No. 3 – Amendment of the Company’s Certificate of Incorporation.

 

The amendment to the Company’s certificate of incorporation to increase the total authorized shares from 100,000,000 to 200,000,000, comprised of 140,000,000 million shares of Class A common stock, 20,000,000 shares of Class B common stock and 40,000,000 shares of preferred stock, of which 10,000,000 are classified as Series A preferred stock, was approved, as follows:

 

For  Against  Abstain  Broker Non-Vote
78,249,442  1,752,819  2,218  1,118,367

 

 Proposal No. 4 – Ratification of the appointment of Rosenfield and Company, PLLC.

 

The ratification of the appointment of Rosenfield and Company, PLLC was approved, as follows:

 

For  Against  Abstain
81,000,938  115,364  6,544

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 30, 2022 CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
     
     
  By: /s/ William J. Rouhana, Jr.  
    William J. Rouhana, Jr.
    Chairman and Chief Executive Officer